Meetings and Proceedings MBA PPT
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Transcript of Meetings and Proceedings MBA PPT
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3.Appointment of Directors by Directors
a. As additional directors
b. In a casual vacancyCreated by Death , Resignation ,
Disqualification , etc
c. As alternate directors
4. Appointment of Directors by 3rd partiesArticles may give power to debenture
holders or the creditors of a banking co
or financialco-directorsappointed shall notexceed 1/3rdof the total. They are not liable to
retire.
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5. Appointment by Proportional Representation
The appointment shall be made once in 3 yrs.
6.Appointment of the Directors by the Central Govt
a. Not exceeding 3yrs on any one occasion
b. Purpose
- To prevent Oppression or
- Acting against the interest of the co
Position of Directors :
a. As Agentb. As Employees
c. As Officers
d. As Trustees
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Powers of DirectorsGeneral Powers :
The Board of Directors of a co is entitled to exercise.
a. All such powers and
b. Do all such acts
which the co is authorised to exercise and do.Thispower is subject to 2 conditions
1. Board shall not do any act which is to be
done by the co in General Meeting.
2. Board shall exercise its powers subject to ,
- The provisions of companies act
- M/A of co
- A/A of co
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Powersto be exercised at Board Meeting bypassing resolutions
a. Make callsb. Issue Debenturesc. Borrow money ( Through Public Deposits
)
d. Invest the funds of the coe. Make Loans
Powersto be exercised with the approval of
the co in General Meetinga. To Sell , Lease etc of cos undertakingb. To Remit or give time for payment
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c. To invest
d. To borrow money
e. To contribute to charitable funds upto
Rs.50,000/-
Political Contributions :
Board can pass resolution to make politicalcontributions. The amount contributed by co
should not exceed 5% of its average net profitduring the 3 immediately preceding financialyears.
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Meetings and Proceedings
MEETINGS :Meetings of a co may be classified into
I. General Meetings - which include ,
a. Statutory Meeting
b. Annual General Meetings
c. Extra-ordinary Meetings
II. Class Meetings
Shareholders of different classes
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III. Meetings of Creditors and Debenture
Holdersa. During the life time of co
b. At the time of winding up of co
IV. Meetings of Directors
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General Meetings
a. Statutory Meeting :Every co
-Limited by shares
- Guarantee having a share capital shallwithin a period of not less than 1 month and notmore than 6 months from the date at which theco is entitled to commence business ,hold ageneral meeting of the members of the co.- This
meeting is called Statutory Meeting .This is the First meeting of the co. This is
held once in the life time of co.
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Statutory Report :
The Board of Directors shall at least 21 days
before the day on which the meeting isto be held , forward a report called the statutory report. Which contains all the necessary information relatingto the formational aspect of the co.
b.Annual General Meeting :- Every co shall in each year hold a general meeting
as its Annual General Meeting.
- There shall not be an interval of more than 15months between Annual General Meeting of the co andthe next.
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- A Co may hold its first AGM within a periodof 18 months from the date of its
incorporation.- If a Co fails to hold AGM, any member can
apply to the Co - Law Board for calling themeeting. The Co and every Officer who is
default shall be punishable with fine.
Importance of AGM:
1. Shareholder can exercise control over the
affairs of the Co.2. Discuss and Review the working of the Co.
3. Dividends are declared in AGM.
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c. Extra ordinary General Meeting :
Any meeting other than Statutory Meeting
and AGM of a Co is called an Extra ordinaryGeneral Meeting. It is called for transactingsome urgent or special business which cannotbe postponed till the next General Meeting.
It may be called by ,1. By the Board of Directors on its own or
2. By the Board of Directors on the requisition
of members or3. By the Requisitionist , themselves on the
failure of the Board of Directors.
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Requisits of a valid Meeting
Proper Authority
Notice of Meeting
Should be given not less 21 days notice
Contents of the Noticea. Place
b. Date
c. Hour of meetingd. Statement of the business to be transactedat
the meeting.
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Quorum for Meeting
The Quorum is generally fixed by the Articles. If the Articles do not provide
- 5 members personally present in the
case of a public co.
- 2 in the case of other co.
Chairman of the Meeting
Minute Book
Proxies :A Proxy is an authority to represent and vote
for another person at a meeting.